Subject: File No. S7-12-09
From: Jean Bennett

September 9, 2009

Whereas the Biggest Bailed-Out Bank of them all, AIG, is still trying to reward the very people responsible for jeopardizing the company with more than $100 million worth of bonuses

Whereas Bailed-Out Bank CitiGroup informed the U.S. Treasury Department that energy trader Andrew J. Hall, with a pay package of $98 million, and a second unidentified trader who was paid more than $30 million, were exempt from pay Czar review

Whereas Bailed-Out Bank Goldman-Sachs paid out $4.82 billion in bonuses in 2008, some of it coming from the $10 billion it received from taxpayers to keep its doors open

Whereas these same banks are spending our money lobbying against the creation of a federal watchdog to ensure the financial industry abides by a set of rules that are fair and transparent to benefit both consumers and main street businesses

Whereas many of the bailed-out banks have received $38.5 billion in exorbitant overdraft fees from the most financially-stretched American citizens who didnt cause the financial crisis but who, to add insult to injury, have been conscripted to support banks bad practices

We the bailers-out hereby call on the SEC to approve the rule for Say on Pay so that shareholders have the authority to approve only such pay packages for executives of bailed-out banks as to:

Reflect an honest days work for an honest days pay.

Include bonus pay only if it is merit-based and structured around transparent goals.

Structure bonuses and other portions of a pay package to reward long-term value of the institution over short-term gain in stock prices.